UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                        FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended JULY 3, 2004

                          OR

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ----to----

                 COMMISSION FILE NUMBER 1-1361

                 Tootsie Roll Industries, Inc.
    (Exact Name of Registrant as Specified in its Charter)

           VIRGINIA                        22-1318955
   (State of Incorporation)   (I.R.S. Employer Identification No.)

7401 South Cicero Avenue, Chicago, Illinois                  60629
  (Address of Principal Executive Offices)	          (Zip Code)

                               773-838-3400
        (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                   Yes  X         No ___

Indicate by check mark whether the Registrant is an accelerated filer (as
Defined in Rule 12b-2 of the Exchange Act)

                   Yes  X         No ___

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (July
3, 2004)

Class                                             Outstanding

Common Stock, $.69 4/9 par value                  34,660,933
Class B Common Stock, $.69 4/9 par value          17,614,016




         TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES



                        JULY 3, 2004



                             INDEX

                                                              Page No.
Part I -   Financial Information

  Item 1.   Financial Statements:

            Condensed Consolidated Statements of
             Financial Position                                    2

            Condensed Consolidated Statements of Earnings,
             Comprehensive Earnings and Retained Earnings          3

            Condensed Consolidated Statements of Cash Flows        4

            Notes to Condensed Consolidated Financial Statements   5


  Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                   6

  Item 3.   Quantitative and Qualitative Disclosures About
             Market Risk                                           6C

  Item 4.   Controls and Procedures                                6C

Part II -   Other Information

  Item 2.   Changes in Securities, Use of Proceeds and Issuer
             Purchases of Equity Securities.                       7

  Item 4.   Submission of Matters to a Vote of Security Holders    7

  Item 6.   Exhibits and Reports on Form 8-K                       7

  Signatures                                                       7A

  Certifications                                                   7B-D



<TABLE>                         PART 1 - FINANCIAL INFORMATION
                                 ITEM 1. FINANCIAL STATEMENTS
                        TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                               (in thousands of dollars)       (UNAUDITED)

ASSETS                                                 July 3,        June 28,         Dec. 31,
 CURRENT ASSETS                                          2004            2003            2003____
<S>                                                   <C>          <C>                  <C>
  Cash & cash equivalents                              $ 59,750     $     54,354         $ 84,084
  Investments                                            62,130           58,876           86,961
  Trade accounts receivable,
   Less allowances of $2,020, $2,070 & $1,970            21,837           20,591           18,131
  Other receivables                                       3,014            3,104            3,076
  Inventories, at cost
   Finished goods & work in process                      55,821           53,089           28,969
   Raw material & supplies                               21,737           20,926           17,117
  Prepaid expenses                                       11,204            9,196            4,416
  Deferred income taxes                                     951            4,481              951

   Total current assets                                 236,444          224,617          243,705

 PROPERTY, PLANT & EQUIPMENT,
 (at cost)
  Land                                                    8,254            8,299            8,265
  Buildings                                              44,925           43,953           44,960
  Machinery & equipment                                 213,781          202,812          206,697
                                                        266,960          255,064          259,922
 Less-accumulated depreciation                          136,280          125,814          130,759
 Net property, plant and equipment                      130,680          129,250          129,163

 OTHER ASSETS

  Goodwill                                               38,151           38,151           38,151
  Trademarks                                             79,348           79,348           79,348
  Investments                                           126,135          128,177          112,431
  Split dollar officer life insurance                    66,043           58,260           62,499
                                                        309,677          303,936          292,429

   Total assets                                        $676,801         $657,803         $665,297

                                                    -2-

(The accompanying notes are an integral part of these statements)
</TABLE>
<TABLE>
<CAPTION>


                  (in thousands except per share data)      (UNAUDITED)


LIABILITIES AND SHAREHOLDERS' EQUITY                   July 3,        June 28,         Dec. 31,
 CURRENT LIABILITIES                                     2004            2003            2003____
<S>                                                   <C>              <C>              <C>
  Accounts payable                                     $ 11,752         $ 13,122         $ 11,947
  Dividends payable                                       3,666            3,627            3,589
  Accrued liabilities                                    39,076           37,804           38,834
  Income taxes payable                                   18,941           22,329            8,517
    Total current liabilities                            73,435           76,882           62,887

 NON-CURRENT LIABILITIES

  Industrial development bonds                            7,500            7,500            7,500
  Postretirement health care and life
    insurance benefits                                    9,671            8,512            9,302
  Deferred compensation and other liabilities            27,385           23,222           26,396
  Deferred income taxes                                  22,896           19,775           22,631
    Total non-current liabilities                        67,452           59,009           65,829
    Total liabilities                                   140,887          135,891          128,716

 SHAREHOLDERS' EQUITY

 Common stock, $.69-4/9 par value-
  120,000 shares authorized; 34,661, 34,572 & 34,082
  respectively, issued                                   24,070           24,008           23,668
 Class B common stock, $.69-4/9 par value-
  40,000 shares authorized; 17,614, 17,233 & 17,145
  respectively, issued                                   12,232           11,967           11,906
 Capital in excess of par value                         397,745          376,405          357,922
 Retained earnings                                      115,512          122,191          156,786
 Accumulated other comprehensive earnings (loss)        (11,653)         (10,667)         (11,709)
 Treasury stock (at cost)-
  58, 58 & 58 shares respectively                        (1,992)          (1,992)          (1,992)
   Total shareholders' equity                           535,914          521,912          536,581
   Total liabilities and
     Shareholders' equity                              $676,801         $657,803         $665,297


                                                       -2A-

The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>

                           TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF
                        EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS
                       (in thousands except per share amounts)      (UNAUDITED)
                                                                  13 Weeks Ended
                                                      July 3, 2004    &    June 28,2003
<S>                                                   <C>                  <C>
Net sales                                              $ 77,157             $ 77,725
Cost of goods sold                                       42,165               42,184

  Gross margin                                           34,992               35,541

Selling, marketing and administrative expense            18,173               18,367

  Earnings from operations                               16,819               17,174
Other income, net                                         1,021                1,432

  Earnings before income taxes                           17,840               18,606
Provision for income taxes                                6,012                6,289
Net earnings                                             11,828               12,317

Other comprehensive income, before tax:

Foreign currency translation adjustments                   (472)                 501

Unrealized (losses) gains on securities                    (211)                 330

Unrealized gains (losses) on derivatives                    776                 (486)

Other comprehensive income before tax                        93                  345

Income tax (expense) benefit related to items of other
  comprehensive income                                     (209)                  58

Other comprehensive (loss) income, net of tax              (116)                 403

Comprehensive earnings                                 $ 11,712             $ 12,720

Retained earnings at beginning of period               $107,345             $113,498
  Net earnings                                           11,828               12,317
  Cash dividends                                         (3,661)              (3,624)

Retained earnings at end of period                     $115,512             $122,191

   Net earnings per share (note 2)                         $.23                 $.23
   Dividends per share *                                   $.07                 $.07

Average number of shares outstanding                     52,397               53,413

*Does not include 3% stock dividend to shareholders of record on 3/02/04 and 3/04/03.










                                              -3-

(The accompanying notes are an integral part of the statements)
</TABLE>
<TABLE>


                           TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED STATEMENTS OF
                        EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS
                       (in thousands except per share amounts)      (UNAUDITED)
                                                                  26 Weeks Ended
                                                      July 3, 2004    &    June 28,2003
<S>                                                   <C>                  <C>
Net sales                                              $157,203             $153,295
Cost of goods sold                                       87,481               85,153

  Gross margin                                           69,722               68,142

Selling, marketing and administrative expense            36,843               35,895

  Earnings from operations                               32,879               32,247
Other income, net                                         2,296                2,839

  Earnings before income taxes                           35,175               35,086
Provision for income taxes                               11,854               11,860
Net earnings                                             23,321               23,226

Other comprehensive income, before tax:

Foreign currency translation adjustments                   (393)                 179

Unrealized (losses) gains on securities                    (271)                 275

Unrealized gains on derivatives                             979                   52

Other comprehensive income before tax                       315                  506

Income tax related to items of other
  comprehensive income                                     (260)                (121)

Other comprehensive income, net of tax                       55                  385

Comprehensive earnings                                 $ 23,376             $ 23,611

Retained earnings at beginning of period               $156,786             $148,705
  Net earnings                                           23,321               23,226
  Cash dividends                                         (7,236)              (7,169)
  Stock dividends - 3%                                  (57,359)             (42,571)

Retained earnings at end of period                     $115,512             $122,191

   Net earnings per share (note 2)                         $.44                 $.43
   Dividends per share *                                   $.14                 $.14

Average number of shares outstanding                     52,493               53,591

*Does not include 3% stock dividend to shareholders of record on 3/02/04 and 3/04/03.










                                              -3A-

(The accompanying notes are an integral part of the statements)
</TABLE>
<TABLE>

                         TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (UNAUDITED)
                                                           26 WEEKS ENDED
                                                  July 3, 2004   &   June 28, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>                 <C>
Net earnings                                          $ 23,321            $ 23,226
Adjustments to reconcile net earnings to
 Net cash provided by operating
 activities:
  Depreciation and amortization                          5,615               5,791
  Amortization of marketable securities                  1,333               1,223
  Purchase of trading securities                        (1,776)             (2,126)
  (Increase) decrease in assets:
   Accounts receivable                                  (3,768)              2,119
   Other receivables                                       680               1,000
   Inventories                                         (31,592)            (30,324)
   Prepaid expenses and other assets                   (10,354)             (5,372)

  Increase (decrease) in liabilities:
   Accounts payable and accrued liabilities                107               2,570
   Income taxes payable and deferred                    10,682              11,272
   Postretirement health care and life
    insurance benefits                                     369                 361
   Deferred compensation and other liabilities           1,097                 494
   Other                                                   (86)                  7

Net cash (used in) provided by operating activities     (4,372)             10,241

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures                                  (7,282)             (6,065)
  Purchase of held to maturity securities              (22,049)            (35,941)
  Maturity of held to maturity securities               32,146              10,066
  Purchase of available for sale securities            (37,528)            (17,746)
  Sale and maturity of available for
   sales securities                                     38,718              16,682

Net cash provided by (used in) investing activities      4,005             (33,004)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Dividends paid in cash                                (7,560)             (7,178)
  Shares repurchased and retired                       (16,407)            (21,212)

Net cash used in financing activities                  (23,967)            (28,390)

Decrease in cash and cash equivalents                  (24,334)            (51,153)
Cash and cash equivalents-beginning of year             84,084             105,507

Cash and cash equivalents end of quarter              $ 59,750            $ 54,354
Supplemental cash flow information:

  Income taxes paid                                   $  1,688            $  2,756
  Interest paid                                       $     95            $    117
  Stock dividend issued                               $ 56,959            $ 42,513

(The accompanying notes are an integral part of the statements)


                                            -4-

</TABLE>  TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        JULY 3, 2004
       (in thousands except per share amounts) (UNAUDITED)


Note 1 - Foregoing data has been prepared from the unaudited
         financial records of the Company and in the opinion
         of management all adjustments necessary for a fair
         statement of the results for the interim period have
         been reflected.  All adjustments were of a normal
         and recurring nature.  Certain reclassifications have
         been made to the prior year financial statements to
         conform to the current year presentation.  These
         consolidated financial statements should be read in
         conjunction with the consolidated financial statements
         and the related notes included in the Company's 2003
         Annual Report on Form 10-K.


Note 2 - Average shares outstanding for the period from January 1,
         2004 to July 3, 2004 reflects stock repurchases of 474
         shares for $16,407 and a 3% stock dividend distributed
         on April 14, 2004. Average shares outstanding for the
         period from January 1, 2003 to June 28, 2003 reflects
         stock repurchases of 721 shares for $21,212 and a 3%
         stock dividend distributed on April 16, 2003.


Note 3 - Results of operations for the 13 and 26 week periods ended
         July 3, 2004 are not necessarily indicative of results to
         be expected for the year to end December 31, 2004 because
         of the seasonal nature of the Company's operations.
         Historically, the Third Quarter has been the Company's
         largest sales quarter due to Halloween sales.


Note 4 - The Company's quarterly financial reporting is based on 13
         week periods ending on the last Saturday of each period while
         its annual reporting is based on the twelve months ending
         December 31st of the calendar year. This quarterly reporting
         requires that the Company periodically reset its quarter-end
         dates to maintain 13-week quarterly reporting periods during
         its calendar year. As a result, the second quarter 2004 and
         2003 periods ended on July 3, 2004 and June 28, 2003,
         respectively. If first half 2004 had ended on June 28, 2004
         instead of July 3, 2004, the Company estimates that first
         half 2004 net sales would have been approximately $2,400 less
         than the reported 2004 sales amount.









                               -5-



Note 5 - In January 2004, the FASB issued Staff Position No. 106-1,
         "Accounting and Disclosure Requirements Related to the
         Medicare Prescription Drug,, Improvement and Modernization
         Act of 2003" (FSP 106-1). The Company has elected to defer
         Accounting for the effects of the Act, as permitted by FSP
         106-1. Accordingly, the Company's accumulated postretirement
         benefit obligation and net postretirement health care costs
         included in the consolidated financial statements and
         accompanying notes do not reflect the effects of the Act.
         The Company does not anticipate the effect of the Act to be
         significant to the financial statements.


         The Company is not aware of any other new accounting and
         reporting pronouncements issued by the FASB or other
         regulatory bodies that are significant to the Company's
         consolidated financial statements.






































                               -5A-



               ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                (dollars in thousands except per share amounts)

The following is Management's discussion of the Company's operating results
and analysis of factors which have affected the accompanying Statement of
Earnings.

NET SALES:
                                       Second Quarter, 2004
             Second Quarter                    vs.
           2004          2003          Second Quarter, 2003
         $77,157       $77,725                (0.7)%

                                       First Half, 2004
              First Half                       vs.
           2004         2003           First Half, 2003
         $157,203     $153,295                 2.5%

Second quarter 2004 net sales were $77,157 compared to $77,725 in second
quarter 2003, a decrease of $568 or 0.7%.  First half 2004 net sales were
$157,203 compared to $153,295 in the prior year first half 2003, an increase
of $3,908 or 2.5%. The Company's quarterly financial reporting is based on
13 week periods ending on the last Saturday of each period while its annual
reporting is based on the twelve months ending December 31st of the calendar
year. This quarterly reporting requires that the Company periodically reset
its quarter-end dates to maintain 13-week quarterly reporting periods during
its calendar year.  As a result, the Company's first half 2004 and 2003
reporting periods ended on July 3, 2004 and June 28, 2003, respectively.  If
first half 2004 had ended on June 28, 2004, the Company estimates that first
half 2004 net sales would have been approximately $2,400 less than the above
reported 2004 sales amount.  Because the second quarter of 2004 and 2003
both comprised exactly 13 weeks, the aforementioned did not affect second
quarter 2004 and 2003 comparative reported sales.

Second quarter 2004 sales were adversely affected by the timing of certain
customer shipments, which resulted in approximately $2,200 of comparable
customer sales in second quarter 2003 being delivered and recorded as sales
in third quarter 2004.

COST OF SALES:
                                                   Cost of Sales as a
             Second Quarter                     Percentage of Net Sales
          2004           2003                2nd Qtr. 2004    2nd Qtr. 2003
        $42,165        $42,184                    54.6%           54.3%

                                                   Cost of Sales as a
              First Half                        Percentage of Net Sales
          2004           2003                1st Half 2004    1st Half 2003
        $87,481        $85,153                    55.6%           55.5%



                                  -6-

Cost of sales as a percentage of net sales increased slightly from 54.3% for
second quarter 2003 to 54.6% for second quarter 2004, an increase of 0.3% as
a percentage of sales.  First half cost of sales as a percentage of net
sales also increased slightly from 55.5% in 2003 to 55.6% in 2004, an
increase of 0.1% as a percentage of sales. With the exception of vegetable
oil, the Company has generally experienced lower ingredient costs for most
of its principal ingredients, including sugar, corn syrup, cocoa and
chocolate. However, such cost reductions were generally offset by higher
manufacturing labor and plant overhead costs.


NET EARNINGS:
                                              Second Quarter, 2004
             Second Quarter                          vs.
         2004             2003                Second Quarter, 2003
       $11,828          $12,317                     (4.0)%


                                               First Half, 2004
              First Half                                 vs.
         2004             2003                 First Half, 2003
       $23,321          $23,226                      0.4%


Second quarter earnings from operations were $16,819 and $17,174 in 2004 and
2003, respectively, a decrease of $355 or 2.1%. First half earnings from
operations were $32,879 and $32,247 in 2004 and 2003, respectively, an
increase of $632 or 2.0%. Selling, marketing and administrative expenses
decreased from $18,367 in second quarter 2003 to $18,173 in second quarter
2004, a decrease of $194 or 1.1%. However, first half selling, marketing and
administrative expenses increased from $35,895 in 2003 to $36,843 in 2004,
an increase of $948 or 2.6%. The aforementioned increase in expenses
principally reflects the 2.5% sales increase for first half 2004. Selling,
marketing and administrative expenses as a percentage of net sales were
23.6% in both second quarter 2004 and 2003, and 23.4% in both first half
2004 and 2003, respectively. Earnings from operations for the second quarter
and first half periods generally followed the sales, gross profit and
operating expense trends for the respective comparative periods as discussed
above.

Second quarter 2004 net earnings were $11,828 compared to second quarter
2003 net earnings of $12,317, a decrease of 4.0%.  Second quarter earnings
per share were $0.23 in both 2004 and 2003 second quarter periods.  First
half 2004 net earnings were $23,321 compared to prior year first half 2003
net earnings of $23,226, an increase of 0.4%.  First half 2004 earnings per
share were $.44 compared to $.43 in first half 2003, an increase of $.01 or
2%. Lower other income, principally comprising investment income, in the
second quarter and first half 2004 periods also impacted net earning for the
respective periods. In addition to the factors discussed above, net earnings
per share in the second quarter and first half 2004 were aided by share
repurchases in the open market which resulted in a slight reduction in
average shares outstanding.


                                  -6A-


The consolidated effective income tax rate was 33.7% in both the second
quarter and first half 2004 compared to 33.8% in both the second quarter and
first half 2003.  This improvement generally reflects a reduction in state
income taxes.


LIQUIDITY AND CAPITAL RESOURCES:

The Company's current ratio (current assets divided by current liabilities)
is 3.2 to 1 as of the end of the second quarter 2004 as compared to 2.9 to 1
as of the second quarter 2003 and 3.9 to 1 as of the fourth quarter 2003.
Net working capital was $163,009 as of the end of the second quarter 2004 as
compared to $147,735 and $180,818 as of the end of the second quarter 2003
and fourth quarter 2003, respectively. Such net working capital amounts are
principally reflected in aggregate cash and cash equivalents and short-term
investments which were $121,880 as of the end of second quarter 2004
compared to $113,230 and $171,045 as of the end of second quarter 2003 and
fourth quarter 2003, respectively.  In addition, long-term investments,
principally debt securities comprising municipal bonds, were  $126,135 as of
the end of second quarter 2004 as compared to $128,177 and $112,431 as of
the end of second quarter 2003 and fourth quarter 2003, respectively.
Investments in municipal bonds and other debt securities that matured during
first half 2004 and 2003 were generally replaced with debt securities of
similar maturities.

Net cash used in operating activities was $4,372 in first half 2004 compared
to $10,241 of net cash provided by operations in first half 2003. The net
cash used in first half 2004 operating activities reflects the Company's
historical build-up of inventories and the pre-funding of the annual cost of
certain defined contribution employee benefit plans, as well as the payments
of split dollar insurance premiums. The timing of sales and collections and
their effects on changes in beginning and ending accounts receivable
balances also contributed to additional cash used in operations in first
half 2004 compared to first half 2003.

Capital expenditures for the first half 2004 and 2003 were $7,282 and
$6,065, respectively.  Capital expenditures for the 2004 year are
anticipated to be generally in line with historical annualized spending and
are to be funded from the Company's cash flow from operations and internal
sources.

Cash dividends paid in first half 2004 and 2003 were $7,560 and $7,178,
respectively.  The Company repurchased and retired $16,407 and $21,212 of
its shares outstanding during first half 2004 and 2003, respectively.









                              -6B-


This discussion and certain other sections of this Form 10-Q contain
forward-looking statements that are based largely on the Company's current
expectations and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.  Forward-looking
statements are subject to certain risks, trends and uncertainties that could
cause actual results and achievements to differ materially from those
expressed in the forward-looking statements.  Such risks, trends and
uncertainties, which in some instances are beyond the Company's control,
include changes in demand and consumer preferences, including seasonal
events such as Halloween; the effect of ingredient costs; the effect of
acquisitions on the Company's results of operations and financial condition;
the Company's reliance on third-party vendors for various goods and
services; changes in the confectionary market place including action taken
by major retailers and customer accounts; customer and consumer response to
marketing programs and price adjustments; changes in governmental laws and
regulations including taxes; and the overall competitive environment.  The
words "believe," "expect," "anticipate," "estimate," "intend" and similar
expressions generally identify forward-looking statements.  Readers are
cautioned not to place undue reliance on such forward-looking statements,
which are as of the date of this filing.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK:

The Company is exposed to various market risks, including fluctuations in
sugar, corn syrup, edible oils, cocoa and packaging costs.  The Company also
invests in securities with maturities of up to three years, the majority of
which are held to maturity, which limits the Company's exposure to interest
rate fluctuations.  There has been no material change in the Company's
market risks that would significantly affect the disclosures made in the
Form 10-K for the year ended December 31, 2003.

Item 4.	  CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, the chief
executive officer and chief financial officer of the Company have evaluated
the effectiveness of the design and operation of the Company's disclosure
controls and procedures as of the end of the period covered by this report
and, based on their evaluation, the chief executive officer and chief
financial officer have concluded that these controls and procedures are
effective.  There were no changes in internal controls or in other factors
that could significantly affect these controls subsequent to the date of
their evaluation.  Disclosure controls and procedures are designed to ensure
that information required to be disclosed by the Company in the reports that
it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms.  Disclosure controls
and procedures are also designed to ensure that information is accumulated
and communicated to management, including the chief executive officer and
chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.


                              -6C-


<TABLE>       PART II - OTHER INFORMATION

             TOOTSIE ROLL INDUSTRIES, INC.
                    AND SUBSIDIARIES


Item 2.     Changes in Securities, Use of Proceeds and Issuer Purchases of
            Equity Securities.


                    (a) Total     (b) Average              Shares            Approximate Dollar Value) of
                    Number of     Price Paid per    Purchased as Part of         Shares that May Yet
                      Shares         Share        Publicly Announced Plans   Be Purchased Under the Plans
Period               Purchased                         Or Programs                     Or Programs
<S>                  <C>           <C>               <C>                         <C>
APR 4 TO MAY 1         17,600       $ 35.22           NOT APPLICABLE              NOT APPLICABLE

MAY 2 TO MAY 29       157,700         33.80           NOT APPLICABLE              NOT APPLICABLE

MAY 30 TO JUL 3       128,550         33.15           NOT APPLICABLE              NOT APPLICABLE

TOTAL                 303,850       $ 33.61


     While the Company does not have a formal or publicly announced stock
repurchase program, the company's board of directors periodically authorizes
a dollar amount for share repurchases.  The treasurer executes share repurchase
transactions according to these guidelines.


Item 4.  Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of the Company, held on May 3, 2004, the
following number of votes were cast for the matters indicated:

1.  For the election of five Directors of the Company by the holders of
    Common Shares and Class B Common Shares voting together:

                                                                        Broker
    Nominee                        For          Withheld     Abstain   Non-Vote
<S>                             <C>            <C>          <C>       <C>
Melvin J. Gordon                 194,703,733    4,967,963      -0-        -0-

Ellen R. Gordon                  194,714,995    4,956,701      -0-        -0-

Lana Jane Lewis-Brent            199,167,345      504,351      -0-        -0-

Charles W. Siebert               199,204,549      467,147      -0-        -0-

Richard P. Bergeman              198,889,688      782,008      -0-        -0-


2.  Proposal to ratify the appointment of PricewaterhouseCoopers LLP as auditors
    for the fiscal year 2004:
                                                                        Broker
                                   For          Withheld     Abstain   Non-Vote
Common Shares and Class B
Common Shares voting together    199,001,943      582,593     87,160      -0-

No other matters were submitted to a vote by ballot at the 2004 Annual Meeting.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

           (a)      Exhibit 31.1 and 31.2 - Certifications Pursuant to Section 302
                    of the Sarbanes-Oxley Act of 2002.

           (b)      Exhibit 32 - Certification Pursuant to 18 U.S.C. Section 1350,
                    as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                    of 2002.

           (c)      Form 8-K was furnished on April 27, 2004 and July 28, 2004
                    containing a press release announcing earnings for first and
                    second quarter 2004, respectively.


                                     -7-





</TABLE>             SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

                            TOOTSIE ROLL INDUSTRIES, INC.

Date:  Aug. 06, 2004        BY: /S/MELVIN J. GORDON
                               Melvin J. Gordon
                               Chairman of the Board

Date:  Aug. 06, 2004        BY: /S/HOWARD EMBER, JR.
                               G. Howard Ember, Jr.
                               Vice President - Finance





















































                                     -7A-





                                                                   Exhibit 31.1

                                      CERTIFICATION

I, Melvin J. Gordon, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Tootsie Roll
Industries, Inc,;

2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the state-
ments made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial infor-
mation included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    a)   Designed such disclosure controls and procedures, or caused such dis-
closure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
    b)   Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
    c)   Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5.  The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

    a)   All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
    b)   Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

                                    Date:  Aug 06, 2004


                                    By:     /S/MELVIN J. GORDON
                                           Melvin J. Gordon
                                           Chairman and Chief Executive Officer








                                     -7B-
                                                                   Exhibit 31.2

                                      CERTIFICATION

I, G. Howard Ember, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Tootsie Roll
    Industries, Inc,;

2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the state-
ments made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial infor-
mation included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    d)   Designed such disclosure controls and procedures, or caused such dis-
closure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
    e)   Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
    f)   Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5.  The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

    c)   All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
    d)   Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

                                    Date:  Aug 06, 2004


                                    By:     /S/G. HOWARD EMBER, JR.
                                           G. Howard Ember, Jr.
                                           Vice President/Finance and
                                           Chief Financial Officer







                                     -7C-

Exhibit 32


    Certificate Pursuant to Section 1350 of Chapter 63
           Of Title 18 of the United States Code


    Each of the undersigned officers of Tootsie Roll Industries, Inc.

Certifies that (i) the Quarterly Report on Form 10-Q of Tootsie Roll

Industries, Inc. for the quarterly period ended July 3, 2004 (the

Form 10-Q) fully complies with the requirements of secton 13(a) or

15(d) of the Securities Exchange Act of 1934 and (ii) the information

contained in the Form 10-Q fairly presents, in all material respects,

the financial condition and results of operations of Tootsie Roll

Industries, Inc. and its subsidiaries.









Dated: Aug 06, 2004                   /S/MELVIN J GORDON
                                     MELVIN J GORDON
                                     Chairman and Chief and
                                     Executive Officer



Dated: Aug 06, 2004                   /S/G. HOWARD EMBER, JR.
                                     G. Howard Ember, Jr.
                                     V.P./Finance and
                                     Chief Financial Officer

























                                     -7D-